July 8, 1996

VF Corporation operates under a Code of Business Conduct which sets forth the key principles under which the Company and its worldwide subsidiaries are required to operate. The Code of Business Conduct states that the conduct of business with employees, customers, consumers, suppliers and all others shall be based on an honest, fair and equitable basis. It has been and will continue to be the Company's policy to obey the laws of each country and to honor our obligations to society by being an economic, intellectual, and social asset to each community and nation in which the Company operates.

While most of the Company's products are manufactured in facilities owned by the Company where compliance with the VF Code of Business Conduct can be directly assured, the global expansion of our business is resulting in our dealing more regu larly with third-party contractors, particularly in foreign countries.

The purpose of these CONTRACTOR TERMS OF ENGAGEMENT is to make clear that, taking into account differences in cultures and legal requirements, we expect that wherever our products are manufactured they will be manufactured in a manner compatible with the high standards that have contributed to the outstanding reputa tion of our brands and our Company.

1. ETHICAL STANDARDS
   
   

   We expect those with whom we contract for the manufacture of our products ("VF Contractors") to operate within a set of ethical standards compatible with VF's Code of Business Conduct.
   
   

2. LEGAL REQUIREMENTS
   
   

   We expect VF Contractors to comply with the applicable laws and regula tions of the localities, states, and countries in which they operate.
   
   

3. TREATMENT OF EMPLOYEES
   
   

   All VF Contractors must fairly compensate their employees, by providing, at a minimum, wages and benefits in compliance with applicable wage and hour laws and regulations. In selecting contractors, we will favor those whose policies and practices place reasonable limits on the number of hours that employees may work on a regularly scheduled basis and who regularly pro vide reasonable rest periods and days off.
   
   All VF Contractors must provide their employees with a clean, healthful and safe work environment, and, if applicable, safe and healthy residential facili ties.
   
   We will not do business with contractors who employ children. For this purpose, the term "child" generally refers to anyone under the age of 14, or under the maximum age for compulsory school attendance if that age is higher than 14, except in the case of legally permissible apprenticeship and similar programs.
   
   We will not knowingly do business with contractors who use prison or other forced labor.
   
   We will not knowingly do business with contractors who permit the use of corporal punishment or other forms of mental or physical intimidation or coercion.
   
   We will favor contractors who provide equal employment opportunities for workers based on their ability rather than on the basis of personal character istics or religious or other beliefs.
   
   

4. INTELLECTUAL PROPERTY RIGHTS
   
   

   We will not do business with contractors who do not respect our intellectual property rights in our brands.
   
   

5. PRODUCT LABELING
   
   

   All VF Contractors must accurately label our products with their country of origin in compliance with the laws of the United States and those of the country of manufacture.
   
   

6. MONITORING
   
   

   VF and its subsidiaries will undertake affirmative measures, such as on-site inspection of production facilities, to monitor compliance with the above standards. VF Contractors must allow VF representatives full access to the contractor's production facilities and books and records and respond promptly to reasonable inquiries by VF representatives concerning the operations of the contractor's facilities.
   
   

7. AGENTS AND SUBCONTRACTORS
   
   

   We expect the standards set forth above to be observed by agents we engage to assist in the selection of VF Contractors.
   
   We do not permit subcontracting without our consent. We will not knowingly permit VF Contractors to subcontract our work to subcontractors who would not qualify as VF Contractors under the above criteria.

VF CORPORATION AND ITS DIVISIONS RESERVE THE RIGHT TO CANCEL

ALL CURRENT PURCHASE ORDERS WITH ANY CONTRACTOR FOUND TO BE IN VIOLATION OF THE ABOVE STANDARDS

CONTRACTOR CERTIFICATION

I have read and fully understand VF's Contractor Terms of Engagement and certify that we are in compliance with these terms.

Contractor's Name:
Contractor's Representative:
Date:

AMERICAN APPAREL MANUFACTURERS ASSOCIATION
(submitted by VF Corporation)

AAMA Statement of Responsibility

Members of the American Apparel Manufacturers Association (AAMA) are committed to the fair and rational practice of business in the United States and abroad. Basic to this commitment is the fair and equitable treatment of employees in wages, working conditions, and benefits. In no case do we support the use of child labor, prison labor, discrimination based on age, race, national origin, gender, or religion, the violation of legal or moral rights of employees, nor destruction or harm to the envi ronment.

The American Apparel Manufacturers Association (AAMA) has established this State ment of Responsibility as a guideline for all member companies for their own facili ties and for the facilities where production is contracted. AAMA represents over 70 percent of all domestic apparel production in the United States. Members companies manufacture all types of apparel and we are located in virtually every state in the United States.